8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 18, 2008

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32922	05-0569368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 North Parkway Pekin, IL	61554
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (309) 347-9200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events

This Current Report on Form 8-K is filed to file the opinion of Davis Polk & Wardwell as an exhibit to the Registration Statement (No. 333-152789) on Form S-4 relating to the sale and transfer by Nebraska Energy Cooperative, Inc. (“NEC”) of its 21.58% membership interest in Nebraska Energy, LLC to Aventine Renewable Energy Holdings, Inc. (“Aventine”) for 1,000,000 shares of the common stock, par value $0.001 per share, of Aventine pursuant to a Purchase Agreement dated as of July 31, 2008 between Aventine and NEC.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
5.1	Opinion of Davis Polk & Wardwell regarding the legality of the securities being issued, as described in the Prospectus included in the Registration Statement (No. 333-152789) on Form S-4.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Dated:  August 18, 2008

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
By:	/s/ William J. Brennan
	William J. Brennan
	Principal Accounting Officer

EXHIBITINDEX

Exhibit No.	Description
5.1	Opinion of Davis Polk & Wardwell regarding the legality of the securities being issued, as described in the Prospectus included in the Registration Statement (No. 333-152789) on Form S-4.

EX-5.1

Exhibit 5.1

	450 LEXINGTON AVENUE NEW YORK, N.Y. 10017 212 450 4000 FAX 212 450 3800	Menlo Park Washington, D.C. London Paris Frankfurt Madrid Tokyo Beijing Hong Kong

August 18, 2008

Aventine Renewable Energy Holdings, Inc.

120 North Parkway

Pekin, Illinois 61554

Ladies and Gentlemen:

We have acted as counsel to Aventine Renewable Energy Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S−4 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by the Company of 1,000,000 shares of its common stock, par value $0.001 per share (the “Shares”), as described in the Registration Statement, to be issued pursuant to the terms of an Purchase Agreement dated as of July 31, 2008 between the Company and Nebraska Energy Cooperative, Inc., a Nebraska cooperative corporation (the “Purchase Agreement”).

We, as your counsel, have examined such documents and such matters of fact and law that we have deemed necessary for the purpose of rendering the opinion expressed herein.

In rendering this opinion we have assumed that prior to the issuance of any of the Shares (i) the Registration Statement, as then amended, will have become effective under the Securities Act, and (ii) the other conditions to consummating the transactions contemplated by the Purchase Agreement will have been satisfied and such transactions are consummated.

Based on the foregoing and subject to the qualifications set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon issuance, delivery and payment therefor in the manner contemplated by the Purchase Agreement and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

Aventine Renewable Energy
Holdings, Inc.	2	August 18, 2008

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the proxy statement/prospectus which is a part of the Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell